Tiếng Việt
中文The capital representative of an enterprise with 100% state-owned charter capital in a joint-stock company is an individual authorized in writing by the enterprise to exercise the enterprise’s rights and responsibilities with respect to the enterprise’s capital invested in the joint-stock company (Clause 5, Article 3 of the Law on Management and Investment of State Capital in Enterprises 2025 — 68/2025/QH15, effective from 01/8/2025, replacing Law 69/2014/QH13).
1. Who is an enterprise’s capital representative?
Clause 5, Article 3 of Law 68/2025/QH15:
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“An enterprise’s capital representative is an individual authorized in writing by the enterprise to exercise the enterprise’s rights and responsibilities with respect to the enterprise’s capital invested in a joint-stock company or limited liability company.”
Distinguish from the state capital representative (Clause 4, Article 3): an individual authorized by the owner’s representative agency to exercise the rights and responsibilities of the state owner’s representative with respect to state capital invested in a joint-stock company or a multi-member limited liability company.
2. Criteria for an enterprise’s capital representative
Article 37 of Law 68/2025/QH15:
(1) Being a Vietnamese citizen permanently residing in Vietnam;
(2) Having full civil act capacity;
(3) Having the capacity, professional qualifications and work experience appropriate to the requirements of the position or title appointed or designated as representative;
(4) Not being within a period of prohibition from holding office, or under consideration for disciplinary handling, investigation, prosecution, trial, serving a prison sentence, or executing a disciplinary decision;
(5) Not being the spouse, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, stepfather, stepmother, biological children, adopted children, sons-in-law, daughters-in-law, or siblings and siblings-in-law of: the head or deputy head of the owner’s representative agency; the Chairperson or members of the Board of Members; the Chairperson or members of the Board of Directors; the company Chairperson; the General Director or Director; Controllers; the Chief Accountant;
(6) Never having been dismissed as Chairperson/member of the Board of Members, Chairperson/member of the Board of Directors, company Chairperson, or General Director/Director of a state-capital enterprise;
(7) Other criteria and conditions under the company charter and other relevant laws.
3. Salary and remuneration of an enterprise’s capital representative
Law 68/2025/QH15 strongly decentralizes to enterprises: under Clause 4, Article 24, based on salary determination principles (compliance with labor law, agreement in the labor contract, production and business efficiency, labor productivity), the Board of Members or the company Chairperson decides the salary, remuneration, bonuses and other benefits of employees and management positions of the enterprise.
A full-time enterprise capital representative enjoys salary, bonuses and other benefits paid by the enterprise under the enterprise’s salary regulations; a part-time representative enjoys remuneration (if any) paid by the enterprise and salary, bonuses and other benefits paid by the enterprise designating the representative.
Notes on applying current legal provisions
The Law on Management and Use of State Capital 2014 (69/2014/QH13) has been replaced by the Law on Management and Investment of State Capital in Enterprises 2025 (68/2025/QH15), effective from 01/8/2025. Detailed regulations on salary and remuneration are prescribed by the Government. Where advice is needed on governance of state-capital enterprises, you should contact an ANT Legal lawyer at 0966.475.966.
How can ANT Legal help?
ANT Legal supports advising on governance of state-capital enterprises: designating capital representatives, operating regulations, restructuring state capital and enterprise law compliance.
For quick advice, you may contact a lawyer at 0966.475.966.
